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Chucklefish Mod Terms

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The following terms and conditions (“Terms”) apply to any Mod that you submit or make available for Distribution via the Network. By accepting these terms (or submitting your Mod to the Network) you agree and accept these Terms.

Terms

These Terms:

apply to all use of the Mod and will form a binding agreement between you and Chucklefish (“Agreement”);

set out the terms on the use of the Network and your Mod;

constitute the entire agreement between you and Chucklefish in respect of the submission of your Mod;

apply to any trading agreement or other contract or arrangement between you and Chucklefish concerning your Mod;

apply to the exclusion of and replace all other terms or conditions of contract you may propose concerning your Mod;

shall not be varied by you unless agreed in writing and signed by a director of Chucklefish;

shall be read in conjunction with the end user licence agreement for the Game and the Terms of Service which can be accessed here.

If you are an individual you must be over the age of 18 years to submit or Distribute your Mod to or through the Network. If you are under 18 but 13 or above you need to ensure you have the permission of your parent or guardian. If you are 13 or under and want to submit a Mod please ask your parent or guardian to contact us.

Meanings

For the purpose of these Terms:

“Mod” means a software product that you upload, make available or submit to the Network;

“Distribute” means use, sell, market, promote, sub-licence to end users, distribute and otherwise make available to third parties;

“Game” means the computer game known as Starbound;

“Network” means the software distribution network, platform and related services operated by or used by Chucklefish which include (but are not limited to) merchandise for the Game and other commercial uses of the Game;

As between Chucklefish and you, you will own and retain all Intellectual Property Rights in your Mod.

In consideration of Chucklefish letting you create the Mod you hereby grant Chucklefish a non-exclusive, worldwide right and licence for the full period in which copyright subsists in the Mod to:

Distribute your Mod through the Network;

modify and adapt your Mod for the purpose of making it available through the Network;

use and make available screen shots and video sequences of your Mod and create and make available (including via third party services) such other promotional and marketing materials as it shall wish for the purpose of promoting your Mod and / or the Network in any and all media;

Distribute demonstration or free versions of your Mod whether as part of the Game or otherwise;

Include your Mod in the Game or any updates, add-ons or bundles to the Game;

Modify, alter or otherwise change, update, modify your Mod;

use any trade marks or trade names by which you or your Mod is known in connection with the Distribution of the Mod or Game hereunder.

In consideration of Chucklefish letting you create the Mod you hereby grant Chucklefish an exclusive (including exclusive to yourself), worldwide right and licence for the full period in which copyright subsists in the Mod to make commercial use of your Mod in connection with physical products.

You hereby acknowledge and agree that the Distribution of your Mod via the Network is subject to these Terms and Terms and Conditions available here, which are deemed incorporated into these terms by this reference.

You agree that the end user licence agreement available here (“EULA”) shall apply to the Mod and that the Mod shall be Distributed to end users on and subject to the terms of that EULA.

You agree that we shall own and you shall not make any claim over those Intellectual Property Rights which Chucklefish may own in respect to enhancements, adaptions or otherwise changes to your Mod.

Any goodwill in the Game or Network derived from the use by Chucklefish of the Mod shall accrue to Chucklefish.

Mod Submissions

You will upload your Mod to the Network in accordance with such requirements as Chucklefish may notify you from time to time through the Network.

In the event that Chucklefish in its discretion wishes to do so it may then Distribute the Mod available via the Network at any time thereafter.

You will supply all information and documentation necessary to enable Chucklefish to Distribute your Mod under these Terms and at your cost do such things as are necessary to confirm and give effect to these Terms.

Warranties, Indemnity and Liability

You warrant, represent and undertake to Chucklefish that:

you are the owner or licensee of the Mod and all Intellectual Property Rights therein;

you have the full power to enter into this Agreement and are entitled to grant the rights, licences and assignments contained in it and have all requisite licences and assignments necessary to do so;

you have the full right, power and licence to grant the licence and rights granted hereunder to Chucklefish;

your Mod does not and Chucklefish’s Distribution of your Mod will not infringe any Intellectual Property Rights or other rights of any person and no exercise of the rights granted hereunder shall do so;

you have not disposed of any right, title or interest in or to your Mod or any Intellectual Property Rights in it, or otherwise dealt with the same in any way that is inconsistent with the terms of these Terms;

you will not challenge the rights of Chucklefish to Distribute the Mod and will not do any act which may undermine, prejudice or invalidate any such rights;

your Mod does not contain any material which is obscene, offensive, racist, sexist or that may otherwise create any liability for Chucklefish nor any virus, Trojan horses or any other malicious software;

your Mod will match any applicable description supplied to Chucklefish and all information you have provided to Chucklefish in relation to the Mod is accurate;

you will not make any use of your Mod in which Chucklefish have exclusive rights.

You will indemnify and hold harmless Chucklefish against all actions claims proceedings costs and damages (including any damages or compensation paid by Chucklefish on the advice of its legal advisors to compromise or settle any claim) and all legal costs or other expenses or arising out of any breach of the above warranties or these Terms.

Chucklefish expressly excludes all conditions, warranties and terms and undertakings express or implied, statutory or otherwise, in respect of the Mod and shall not be liable for any loss of profit, goodwill or any type of special, indirect or consequential loss.

Duration and Termination

Chucklefish may cease Distribution of, remove or suspend access to any Mod or any part or feature of the Network, or choose not to make such available at any time in its sole discretion.

Chucklefish may terminate your rights to use the Network immediately if you commit any material breach of any term of these Terms or if you convene a meeting of you creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with your creditors or if you shall be unable to pay your debts or suffer any other act of insolvency, or cease trading.

Termination of these Terms or exercise of any of the foregoing rights shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities.

Confidentiality

In the event that you receive confidential information of Chucklefish you agree to keep it confidential and not disclose it or any part of it to any third party (except to your own employees and professional advisers who have a need to know - and then only on a need to know basis and on sufficient terms of confidentiality) nor use the same for any purpose inconsistent with these Terms and the Agreement.

General

Chucklefish will not be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of that party including Internet outages, communications outages, power failures, fire, flood, war or act of God.

The headings used in these Terms are for ease of reference only and shall not affect its interpretation.

Reference to the word “including” shall be read as to be “without limitation”.

This Agreement is personal to you. You may not assign or transfer all or part of it.

Nothing in these Terms shall be deemed to constitute a partnership relationship between the parties and neither party shall hold itself out as a partner of the other party.

If Chucklefish does not enforce any provision of this agreement such will not be considered a waiver of any provision or right and no waiver by either party of any breach by the other of any of the provisions of these Terms shall operate as a waiver of any preceding or succeeding breach of the same or any other provision of these Terms.

This Agreement is made and shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

Chucklefish is a trading name of Chucklefish Limited. Registered in England & Wales. Registered company number of 07664836 whose registered office is at 64 Southwark Bridge Road, London SE1 0AS.

All questions, comments or enquiries should be directed to contact@chucklefish.org